Proxy Statement (Form DEF 14A)
| ☐ | Preliminary Proxy Statement | |
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material under
§240.14a-12
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| ☒ | No fee required. | |||
| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and 0-11
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To Our Stockholders:
We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of
The following pages include a formal notice of the meeting and our proxy statement. The Notice of Internet Availability of Proxy Materials that you received by mail and this proxy statement describe various matters on the agenda for the meeting. Please read these materials so that you will know what we plan to do at the meeting. It is important that your shares be represented at the annual meeting, regardless of whether you plan to attend the meeting in person. Please vote your shares as soon as possible through any of the voting options available to you as described in the Notice of Internet Availability of Proxy Materials and this proxy statement.
You will also receive separate proxy materials for a Special Meeting of Stockholders, which will be held at the same place and on the same date stated above, but not at the same time. Please be certain to use each proxy card that you receive from us to vote separately for the matters to be discussed at each meeting.
On behalf of management and our Board of Directors, we thank you for your continued support of
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Sincerely, |
| /s/ |
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Chairman of the Board of Directors |
Important Notice Regarding the Availability of Proxy Material for the Annual Meeting of Stockholders to Be Held on
Our proxy statement and annual report on Form 10-Kfor the year ended
The following information applicable to the AnnualMeeting of Stockholders may be found in the proxy statement and accompanying proxy card:
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the date, time and location of the meeting; |
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a list of the matters intended to be acted on and our recommendations regarding those matters; |
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any control/identification numbers that you need to access proxy material online; and |
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information about attending the meeting and voting in person. |
Notice of the 2025 Annual Meeting of Stockholders
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of
1. To elect three Class II directors, each to serve for a three-year term and until a successor has been duly elected and qualified or until the director's earlier resignation or removal.
2. To ratify the selection of
3. To transact such other business as may properly come before the 2025 Annual Meeting of Stockholders or any postponement or adjournment thereof.
Only stockholders of record at the close of business on
We are furnishing a proxy statement, annual report and proxy card to our stockholders on the internet, rather than mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy statement, annual report and proxy card unless you request them. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy statement and annual report, and vote your proxy, on the internet.
Your vote is extremely important to us. Whether or not you plan to attend the 2025 Annual Meeting of Stockholders, we encourage you to vote your proxy on the internet by following the instructions provided on the Notice of Internet Availability of Proxy Materials or proxy card. Stockholders may also request from us, free of charge, hard copies of the proxy statement and proxy card by following the instructions on the Notice of Internet Availability of Proxy Materials.
Further, from time to time, we may repurchase shares of our common stock and are notifying you of this ability as required by applicable securities law. See "Stock Repurchases" in the proxy statement.
| By Order of the Board of Directors, |
| /s/ |
| Chief Compliance Officer and Secretary |
YOUR VOTE IS IMPORTANT! WE HOPE YOU WILL VOTE OVER THE INTERNET, BY PHONE OR BY MARKING, SIGNING AND RETURNING YOUR PROXY CARD AS SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE MEETING, YOU STILL MAY ATTEND THE MEETING AND VOTE YOUR SHARES IN PERSON.
TABLE OF CONTENTS
i
PROXY STATEMENT
FOR THE 2025
ANNUAL MEETING OF STOCKHOLDERS
The accompanying proxy is solicited on behalf of the Board of Directors (the "Board") of
It is anticipated that the Notice of Internet Availability of Proxy Materials will first be sent to Stockholders on or about
All proxies will be voted in accordance with the instructions contained therein. Unless contrary instructions are specified, if the accompanying proxy is executed and returned (and not revoked) prior to the Meeting, the shares of the Company's common stock represented by the proxy will be voted (1) FOR the election of the Class II director candidates nominated by the Board and (2) FOR the ratification of the selection of
Voting Rights
Holders of our common stock are entitled to one vote for each share held as of the record date.
The 2025 Annual Meeting of Stockholders is being held for the following purposes:
1. To elect three Class II directors, each to serve for a three-year term and until a successor has been duly elected and qualified or until the director's earlier resignation or removal.
2. To ratify the selection of
3. To transact such other business as may properly come before the 2025 Annual Meeting of Stockholders or any postponement or adjournment thereof.
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Quorum, Effect of Abstentions and Broker Non-Votes,Vote Required to Approve the Proposals
A majority of the outstanding shares of common stock must be present or represented by proxy at the Meeting in order to have a quorum. If you have properly voted by proxy online, by phone, or via mail, you will be considered part of the quorum. We will count "abstain" and "withhold" votes as present for the purpose of establishing a quorum for the transaction of business at the Meeting. If at any time shares are held through brokers, we will count broker non-votesas present for the purpose of establishing a quorum. A broker non-voteoccurs when a broker holding shares for a beneficial owner votes on some matters on the proxy card, but not on others, because the broker does not have instructions from the beneficial owner or discretionary authority (or declines to exercise discretionary authority) with respect to those other matters.
Provided a quorum is present, directors are elected by a plurality of the votes represented at the meeting and voted for nominee(s) in the election. Broker non-votes,if any, though counted for purposes of establishing a quorum, will not affect the outcome of the voting on the elections. A proxy marked "withhold" with respect to a director nominee will result in such director nominee receiving one fewer "FOR" vote that would count towards a plurality.
The affirmative vote of the majority of shares represented at the meeting and voting on the proposal will determine the outcome of the ratification of the independent registered public accounting firm. For this proposal, "abstain" votes and broker non-votes,if any, though counted for purposes of establishing a quorum, will have no effect on the outcome of the vote.
The inspector of elections appointed for the Meeting will separately tabulate affirmative votes, "against" votes or "withhold" votes, as applicable, "abstain" votes and broker non-votes.
Adjournment of Meeting
In the event that a quorum shall fail to attend the Meeting, either in person or represented by proxy, the stockholders entitled to vote at the Meeting (present in person or represented by proxy) shall have the power to adjouthe meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. Any such adjournment proposed by a stockholder or person named as a proxy would require the affirmative vote of the majority of the outstanding shares present in person or represented by proxy at the Meeting. In addition, pursuant to the bylaws of the Company, if there are not sufficient votes for a quorum, the chairman of the Meeting, or any other officer entitled to preside or to act as secretary at the Meeting, may adjouor postpone the Meeting in order to permit further solicitation of proxies by the Company, without notice other than announcement at the meeting.
At any such adjourned or postponed meeting, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than 30 days, or if after adjournment a new record date is set, then a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Proxies for the Meeting
The named proxies for the Meeting are
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Other Information Regarding This Proxy
The Company will pay the expenses of soliciting proxies to be voted at the Meeting. The Company has retained
In addition to the solicitation of proxies by the use of the internet, proxies may be solicited in person and/or by telephone, mail or electronic transmission by directors or officers of the Company and/or officers or employees of
Revocability of Proxies
A stockholder "of record" (i.e., stockholders holding shares directly in their name) may revoke any proxy by delivering a new proxy in accordance with applicable law, bearing a later date, by giving notice of revocation in writing to the Secretary of the Company prior to the Meeting or by attending the Meeting and voting in person. However, the mere presence of the stockholder at the Meeting does not revoke the proxy.
If your shares are held for your account by a broker, bank or other institution or nominee, you may vote such shares at the Meeting only if you obtain proper written authority from your institution or nominee and present it at the Meeting. If your shares are held for your account by a broker, bank or other institution or nominee, to revoke any voting instructions prior to the time the vote is taken at the Meeting, you must contact such broker, bank or other institution or nominee to determine how to revoke your vote in accordance with its policies with sufficient time in advance of the Meeting.
Contact Information for Proxy Solicitation
You can contact us by mail sent to the attention of the Secretary of the Company,
Attendance and Participation
The Meeting will be conducted in person at the offices of
To participate in the Meeting, you will need the 16-digitcontrol number included on your proxy card, your voting instruction form, or the Notice of Internet Availability of Proxy Materials previously mailed or made available to stockholders entitled to vote at the Meeting.
In-personadmission to the Meeting will be on a first-come, first-served basis. Please bring proof of your common stock ownership, such as a current brokerage statement and photo identification. If you are representing an entity that is a stockholder, you must also present documentation showing your authority to attend and act on behalf of the entity (such as a power of attorney, written proxy to vote or letter of authorization on the entity's letterhead). We reserve the right to restrict admission to the meeting or limit the number of representatives for any entity that may be admitted to the meeting for security or health and safety reasons at our sole discretion.
The Annual Meeting of Stockholders will begin promptly at
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You can vote in person at the Meeting. If you hold your shares in "street name", you must obtain a proxy from the record holder to vote in person.
Street Name Holders
If your shares are held in a bank, brokerage or other institutional account, you are a beneficial owner of these shares but not the record holder. This is known as holding shares in "street name." If you wish to vote the shares you hold in "street name" in person at the meeting, you must obtain a legal proxy from your bank, broker or other intermediary and bring it with you to hand in with your ballot.
Stockholder List
The list of our stockholders of record entitled to vote at the Meeting will be made available for viewing by stockholders at the Meeting for any purpose germane to the Meeting.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial ownership is determined in accordance with the rules and regulations of the
The percentage ownership is based on 93,964,358 shares of common stock outstanding as of
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Number of Shares of Common Stock Beneficially Owned |
Percent of Common Stock Beneficially Owned |
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Directors and Executive Officers: |
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Interested Directors |
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62,641 | 0.07 | % | |||||
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36,366 | * | ||||||
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2,500 | * | ||||||
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11,079 | * | ||||||
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Independent Directors |
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24,903 | * | ||||||
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29,000 | * | ||||||
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35,000 | * | ||||||
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19,775 | * | ||||||
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86,516 | 0.09 | % | |||||
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7,500 | * | ||||||
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Named Executive Officers Who Are Not Directors |
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6,260 | * | ||||||
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14,907 | * | ||||||
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5,844 | * | ||||||
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500 | * | ||||||
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All Directors and Officers as a Group (18 persons) (5)(6) |
3,029,209 | 3.22 | % | |||||
| * |
Represents less than 0.1%. |
| (1) |
18,792 shares of common stock beneficially owned by |
| (2) |
All 36,366 shares of common stock beneficially owned by |
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| (3) |
5,544 shares of common stock beneficially owned by |
| (4) |
3,907 shares of common stock beneficially owned by |
| (5) |
Includes shares owned by executive officers that are not "Named Executive Officers," already presented by name in the table above. 64,609 shares of common stock beneficially owned by these other executive officers have been pledged as security in connection with lines of credit with a third party financial institution unaffiliated with the Company. |
| (6) |
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board consists of ten members. The Board is divided into three classes, with the members of each class each serving staggered, three-year terms. The terms of our Class II directors will expire at the Meeting; the terms of our Class III directors will expire at the 2026 annual meeting of stockholders; and the terms of our Class I directors will expire at the 2027 annual meeting of stockholders.
The Board has nominated
Mses. Slotkin, Covington and Gordon have consented to being named in this proxy statement and to serving as directors if elected at the Meeting. If, for any reason, any of them become unable or unwilling to serve at the time of the Meeting, the persons named as proxies in the proxy will have the authority to vote for a substitute nominee or nominees. We do not anticipate that Mses. Slotkin, Covington and Gordon will be unable or unwilling to serve.
The Board has determined that Mses. Slotkin and Covington are not "interested persons" of the Company, of the Adviser, or of any of their respective affiliates as defined in Section 2(a)(19) of the 1940 Act.
The Board recommends that stockholders vote "FOR" the Company's nominees for Class II Director.
Nominees for Election as Class II Director
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and Birth Year |
Position(s) Held |
Term of Office and Served |
Principal Occupations |
Number of Portfolios in Fund Complex** Overseen by Director |
Other Held by Director |
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Nominees to serve as Class II Directors until the 2028 Annual Meeting of Stockholders |
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| NON-INTERESTEDDIRECTORS | ||||||||||
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Birth year: 1953 |
Director and Member of |
Director since 2019 (term expires in 2025) | Retired since 2015; formerly, Managing Director, |
2 | Trustee, |
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Birth year: 1952 |
Director and Member of Audit Committee, Compensation Committee and |
Director since 2023 (term expires in 2025) | Retired; formerly, Executive Vice President and Head of Commercial Credit Risk, |
1 | None | |||||
| INTERESTED DIRECTOR | ||||||||||
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Birth year: 1975 |
Director and Vice President Director since 2019 (term expires in 2025); Vice President since 2015 (indefinite term) | Vice President of TSLX; Partner and Chief Compliance Officer of Sixth Street | 2 | Trustee, |
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| (1) |
Unless otherwise indicated, the business address of the persons listed above is c/o |
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| * |
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| ** |
The term " |
| (a) |
Hold themselves out to investors as related companies for purposes of investment and investor services; or |
| (b) |
Have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. |
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and Birth Year |
Position(s) Held |
Term of Office and Length Time Served |
Principal Occupations |
Number of Portfolios in Fund Complex** Overseen by Director |
Other Directorships Held by Director |
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The following table provides information concerning the remaining Directors of the Company: Class I Directors, Serving until the 2027 Annual Meeting of Stockholders |
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| NON-INTERESTEDDIRECTORS | ||||||||||
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Birth year: 1947 |
Director and Member of Audit Committee, Compensation Committee and Chair of |
Director since 2011 (term expires in 2027) | Retired; formerly, Director, |
2 | Trustee, |
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Birth year: 1963 |
Director and Member of |
Director since 2011 (term expires in 2027) | Director, post-reorganization |
2 | Trustee, |
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| INTERESTED DIRECTOR | ||||||||||
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Birth year: 1971 |
Director and Vice President | Director since 2019 (term expires in 2027); Vice President since 2011 (indefinite term) | Vice President, TSLX; Co-FoundingPartner and Co-Presidentof |
2 | Trustee, |
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| (1) |
Unless otherwise indicated, the business address of the persons listed above is c/o |
| * |
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| ** |
The term " |
| (a) |
Hold themselves out to investors as related companies for purposes of investment and investor services; or |
| (b) |
Have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. |
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and Birth Year |
Position(s) Held |
Term of Office and Length Time Served |
Principal Occupations |
Number of Portfolios in Fund Complex** Overseen by Director |
Other Directorships Held by Director |
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The following table provides information concerning the remaining Directors of the Company: Class III Directors, Serving until the 2026 Annual Meeting of Stockholders |
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| NON-INTERESTEDDIRECTOR | ||||||||||
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Birth year: 1963 |
Director and Member of Audit Committee, Compensation Committee and |
Director since 2019 (term expires in 2026) | Managing Director, Founding Partner and Chief Executive Officer of |
2 | Trustee, |
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| INTERESTED DIRECTORS | ||||||||||
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Birth year: 1976 |
Chairman, Director and Chief Executive Officer and Chair of Risk Management Committee | Director since 2011 (term expires in 2026); Chief Executive Officer since 2018 (indefinite term) | Co-Founder,Partner, Co-Presidentand the Co-ChiefInvestment Officer of Sixth Street | 2 | Trustee, |
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Birth Year: 1963 |
Director and Vice President | Director since 2011 (term expires in 2026); Vice President since 2017 (indefinite term) | Vice President of TSLX; Partner, Sixth Street | 1 | None | |||||
| (1) |
Unless otherwise indicated, the business address of the persons listed above is c/o |
| * |
Messrs. Easterly and Fishman are "interested persons" as defined in the 1940 Act, because they are officers of the Adviser and certain of its affiliates. |
| ** |
The term " |
| (a) |
Hold themselves out to investors as related companies for purposes of investment and investor services; or |
| (b) |
Have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. |
Biographical Information
Set forth below are brief biographies of Mses. Slotkin, Covington and Gordon and of all other members of the Board who will continue in office. On
Incumbent Class II Directors: Term Expiring 2025
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Americas Securities Division Compliance.
Incumbent Class III Directors: Term Expiring 2026
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Officer of Sixth Street. Between 2008 and 2010, he was a Managing Director at
Incumbent Class I Directors: Term Expiring 2027
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Clear
Equity Owned by Directors and Nominees in the Company
The following table sets forth the dollar range of equity securities of the Company beneficially owned by each director or director nominee as of
Beneficially Owned (1) (2) |
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Interested Directors |
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over |
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over |
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over |
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Independent Directors |
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over |
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over over |
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over |
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over |
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| (1) |
The dollar ranges used in the above table are |
| (2) |
Dollar ranges were determined using the number of shares that are beneficially owned as of |
Litigation Involving Directors and Nominees Adverse to the Company
None.
Information Regarding Executive Officers Who Are Not Directors
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Birth Year |
Position(s) Held with Fund |
Term of Office and Length Time Served |
Principal Occupations During Past Five Years |
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Executive Officers and Certain Other Officers Who Are Not Directors |
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Birth year: 1987 |
Chief Compliance Officer and Secretary | Since 2022 (indefinite term) | Chief Compliance Officer and Secretary of TSLX; Managing Director, Sixth Street. Prior to joining Sixth Street, from 2017 to 2020, Senior Associate at |
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Birth year: 1982 |
Deputy Chief Financial Officer and Principal Accounting Officer | Since 2015 (indefinite term) | Deputy Chief Financial Officer of TSLX; Managing Director, Sixth Street. | |||
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Birth Year |
Position(s) Held with Fund |
Term of Office and Length Time Served |
Principal Occupations During Past Five Years |
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Birth year: 1968 |
Vice President | Since 2016 (indefinite term) | Vice President of TSLX; Senior Credit Underwriter of the Adviser; Partner, Sixth Street. | |||
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Birth year: 1979 |
Vice President | Since 2022 (indefinite term) | Vice President of TSLX; Partner and General Counsel, Sixth Street. | |||
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Birth year: 1962 |
Vice President | Since 2014 (indefinite term) | Vice President of TSLX; Co-FoundingPartner and |
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Birth year: 1971 |
Chief Financial Officer | Since 2015 (indefinite term) | Chief Financial Officer of TSLX; Partner, Sixth Street. | |||
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Birth year: 1974 |
President | Since 2016 (indefinite term) | President of TSLX; co-Headof Sixth Street Growth; Partner, Sixth Street. | |||
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Birth year: 1974 |
Vice President | Since 2011 (indefinite term) | Vice President of TSLX; Co-FoundingPartner and Chief Executive Officer, Sixth Street. | |||
| (1) |
Unless otherwise indicated, the business address of the persons listed above is c/o |
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Founder and Managing Member of
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CORPORATE GOVERNANCE
Our Board of Directors
Board Composition
Our Board currently consists of ten members, and, following
Independent Directors
Pursuant to our certificate of incorporation, a majority of the Board will at all times consist of directors who are not "interested persons" of us, of the Adviser, or of any of our or its respective affiliates, as defined in the 1940 Act. Under Section 303A.00 of the NYSE Listed Company Manual, a director of a business development company ("BDC") is considered to be independent if he or she is not an "interested person" of ours, as defined in Section 2(a)(19) of the 1940 Act. We refer to these directors as our "Independent Directors."
Consistent with these considerations, after review of all relevant transactions and relationships between each director, or any of his or her family members, and us, the Adviser, or of any of our or its respective affiliates, the Board has determined that Messrs. Doddy, Higginbotham, Ross and Tanemura and Mses. Slotkin and Covington qualify as Independent Directors. Each director who serves on the Audit Committee is an independent director under the applicable NYSE listing standards and for purposes of Rule 10A-3under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each director who serves on the Compensation Committee and
Interested Directors
Messrs. Easterly, Fishman, Stiepleman and
Meetings and Attendance
Our Board met four times in 2024 and acted on various occasions by written consent. Our Board also holds informal periodic telephonic update meetings. No incumbent director attended fewer than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she has been a director) and the total number of meetings held by all committees of the Board on which he or she served (during the periods that he or she served).
Board Attendance at the Meeting
Our policy is to encourage our directors to attend each annual meeting of stockholders; however, attendance is not required.
Board Leadership Structure and Role in Risk Oversight
Our Board monitors and performs an oversight role with respect to our business and affairs, including with respect to investment practices and performance, compliance with regulatory requirements, cybersecurity and the services, expenses and performance of service providers to us. Among other things, our Board approves the appointment of our Adviser and our officers, reviews and monitors the services and activities performed by our investment adviser and our executive officers.
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Our Board designates a chairman to preside over the meetings of the Board and to perform other duties as may be assigned to him by the Board. We do not have a fixed policy as to whether the chairman of the Board should be an Independent Director and believe that we should maintain the flexibility to select the chairman and reorganize the leadership structure, from time to time, based on the criteria that is in our best interests and the best interests of our stockholders at such times.
Presently,
Our Board does not currently have a designated lead Independent Director. We are aware of the potential conflicts that may arise when a non-IndependentDirector is chairman of the Board, but believe these potential conflicts are offset by our strong corporate governance practices. Our corporate governance practices include regular meetings of the Independent Directors in executive session without the presence of interested directors and management, as well as the establishment of a
Our Board performs its risk oversight function primarily through (i) its standing committees, which report to the entire Board and (ii) active monitoring by our Chief Compliance Officer in accordance with its compliance policies and procedures.
As described below in more detail under "-Board Committees-Audit Committee," the Audit Committee assists the Board in fulfilling its risk oversight responsibilities. The Audit Committee's risk oversight responsibilities include overseeing our accounting and financial reporting processes, our systems of internal controls regarding finance and accounting, and audits of our financial statements. The Audit Committee also discusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies.
In addition, as described below under "-Board Committees-Risk Management Committee," the Risk Management Committee assists the Board in its oversight of our overall risk tolerance and management of capital, liquidity, and funding planning and strategy. In performing its responsibilities, the Risk Management Committee liaises with the Chair of the Audit Committee to assist that committee in its review of our risk assessment and risk management matters.
Our Board also performs its risk oversight responsibilities with the assistance of the Chief Compliance Officer. Our Chief Compliance Officer prepares a written report annually discussing the adequacy and effectiveness of our compliance policies and procedures. The Chief Compliance Officer's report, which is reviewed by the Board, addresses:
| • |
the adequacy of our compliance policies and procedures and certain of our service providers since the last report; |
| • |
any material changes to these policies and procedures or recommended changes; and |
| • |
any compliance matter that has occurred about which the Board would reasonably need to know to oversee our compliance activities and risks. |
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In addition, the Chief Compliance Officer meets separately in executive session with the Independent Directors periodically, typically every quarter, but in no event less than once each year.
We believe that the Board's role in risk oversight is effective and appropriate given the extensive regulation to which we are already subject as a BDC. Specifically, as a BDC, we must comply with numerous regulatory requirements that control the levels of risk in its business and operations, including limitations under the 1940 Act on the amount of borrowings, debt securities or preferred stock we may incur or issue and we are limited in our ability to enter into transactions with our affiliates, including investing in any portfolio company in which one of our affiliates currently has an investment. In addition, we generally have to invest at least 70% of our total assets in "qualifying assets" and, subject to certain exceptions, we generally are not permitted to invest in any portfolio company in which our affiliates currently has an investment. In addition, we have elected to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a RIC, we must, among other things, meet certain source of income, asset diversification and distribution requirements.
Oversight of our investment activities extends to oversight of the risk management processes employed by the Adviser as part of its day-to-daymanagement of our investment activities. The Board reviews risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives of the Adviser as necessary and periodically requesting the production of risk management reports or presentations. The goal of the Board's risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed. Investors should note, however, that the Board's oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments.
Further, we believe that the Board's structure and practices enhance its risk oversight because our Independent Directors separately meet in executive sessions with the Chief Compliance Officer and independent registered public accounting firm without any conflict that could be perceived to discourage critical review.
We believe that the Board's role in risk oversight must be evaluated on a case-by-casebasis and that its existing role in risk oversight is appropriate.
Communications with Directors
Our Board has established procedures whereby our stockholders and other interested parties may communicate with any member of our Board, the chairman of any of our Board committees or with our non-managementdirectors as a group by mail addressed to the applicable directors or director group, in the care of the Chief Compliance Officer,
In addition, information on how to report issues related to financial statement disclosures, accounting, internal accounting controls or auditing matters to our Board or the Independent Directors via email is available on our website at https://sixthstreetspecialtylending.gcs-web.com/corporate-governance.
Board Committees
We currently have four standing committees: the Audit Committee, the
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Audit Committee
The Audit Committee operates pursuant to the Audit Committee Charter. The Audit Committee Charter sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to serve as an independent and objective party to assist the Board in fulfilling its responsibilities for our accounting and reporting processes and the audits of its financial statements by overseeing and monitoring:
| • |
the quality and integrity of our financial statements; |
| • |
the adequacy of our system of internal controls; |
| • |
the financial reporting process, including the valuation of investments, the review of the independence and performance of, as well as communicate openly with, our independent registered public accounting firm; and |
| • |
our compliance with legal and regulatory requirements. |
Our Audit Committee has the sole authority to approve the engagement, and review the performance of, our independent registered public accounting firm.
Our Board has designated
Messrs. Doddy, Higginbotham, Ross,
Nominating and Corporate Governance Committee
| • |
selecting, researching and nominating directors for election by our stockholders; |
| • |
selecting nominees to fill vacancies on the Board or a committee of the Board; |
| • |
developing and recommending to the Board a set of corporate governance principles; and |
| • |
overseeing the evaluation of the Board and our management. |
The members of the
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Compensation Committee
The Compensation Committee operates pursuant to the Compensation Committee Charter. The Compensation Committee Charter sets forth the responsibilities of the Compensation Committee. The Compensation Committee is responsible for:
| • |
review, on an annual basis, the Company's Investment Advisory and Management Agreement entered into by and between the Adviser and the Company (as amended, the "Investment Advisory Agreement"), and recommend to the Board whether such Investment Advisory Agreement should be renewed for an additional annual period; |
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review, on an annual basis, the Company's Administration Agreement entered into by and between the Company and the Adviser (as amended, the "Administration Agreement"), and recommend to the Board whether such Administration Agreement should be renewed for an additional annual period; |
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review and make recommendations to the Board regarding Director compensation; and |
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perform such other duties and responsibilities as may be assigned to the Compensation Committee by the Board from time to time. |
See "-Compensation and Insider Participation-Compensation of Executive Officers."
The members of the Compensation Committee are Messrs. Doddy, Higginbotham, Ross, and Tanemura and Mses. Slotkin and Covington, each of whom is independent for purposes of the NYSE corporate governance rules.
Risk Management Committee
The Risk Management Committee operates pursuant to the Risk Management Committee Charter. The Risk Management Committee Charter sets forth the responsibilities of the Risk Management Committee. The Risk Management Committee is responsible for assisting the Board in its oversight of the Company's overall risk tolerance and management of capital, liquidity, and fund planning and strategy. Risk assessment and risk management are the primary responsibility of the Company's management. The Risk Management Committee's responsibility is one of oversight and review, in furtherance of the Board's oversight role.
The voting members of the Risk Management Committee are Messrs. Easterly, Ross and Tanemura, and the non-votingmembers of the committee are Messrs. Simmonds and Pluss. Messrs. Ross and Tanemura are independent for purposes of the NYSE corporate governance rules.
We maintain a corporate governance section on our website, which contains copies of the charters for the committees of our Board. The corporate governance section may be found at http://www.sixthstreetspecialtylending.com in the "Investor Resources" section of our website. The corporate governance section contains the following documents:
| • |
Audit Committee Charter |
| • |
Nominating and Corporate Governance Committee Charter |
| • |
Compensation Committee Charter |
| • |
Risk Management Committee Charter |
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with Sixth Street Legal and Compliance. The insider trading policy prohibits those directors, officers and employees from engaging in certain transactions that can allow the offset of downside risk associated with investment in our securities. This prohibition applies to short sales and transactions in publicly traded options, such as puts, calls or other derivative securities. We strongly discourage, but do not prohibit, those directors, officers, and employees from engaging in other types of hedging transactions, such as exchange funds. Any such proposed transaction must be approved by Sixth Street Legal and Compliance. Our directors and officers and employees of the Adviser may not hold our securities in a margin account or pledge our securities as collateral for a loan or other transaction. Exceptions may be granted by Sixth Street Legal and Compliance in certain situations, including if our securities are pledged as collateral for a loan and the person clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.
| • |
the appropriate size and composition of our Board;
|
| • |
whether or not the person is an "interested person" of TSLX as defined in Section 2(a)(19) of the 1940 Act;
|
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the needs of TSLX with respect to the particular talents and experience of its directors;
|
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the knowledge, skills and experience of nominees in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;
|
| • |
character and integrity;
|
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familiarity with national and international business matters;
|
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experience with accounting rules and practices;
|
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the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members; and
|
| • |
any applicable laws, rules, regulations, and listing standards.
|
If any member of the Board does not wish to continue in service or if the
a member for
or if there are otherwise any vacancies on the Board, the
| • |
a
|
| • |
|
| • |
|
| • |
|
| • |
an additional fee of
|
expenses each Independent Director incurred in connection with the fulfillment of his or her duties as an Independent Director.
|
|
Fees Earned or
Paid in Cash |
Total
|
||||||
|
|
$ | 140,500 | $ | 140,500 | ||||
|
|
$ | 151,500 | $ | 151,500 | ||||
|
|
$ | 142,500 | $ | 142,500 | ||||
|
|
$ | 157,500 | $ | 157,500 | ||||
|
|
$ | 142,500 | $ | 142,500 | ||||
|
|
$ | 142,500 | $ | 142,500 | ||||
investment operations are managed by the Adviser. Most of the services necessary for the origination and administration of our investment portfolio are provided by investment professionals employed by the Adviser or its affiliates or by subcontractors.
information. Furthermore, given that we do not directly compensate our executive officers, we also have not timed the release of material
information for the purpose of affecting the value of executive compensation.
Investment Officer
Investment Officer
(72) of these personnel are dedicated to direct lending, including fifty-seven (57) investment professionals.
Certain Relationships and Related Party Transactions
Transactions with Related Persons
Relationship with Sixth Street
Our investment activities are managed by our Adviser, which is responsible for sourcing, researching and structuring potential investments, monitoring our portfolio companies and providing operating, managerial and administrative assistance to us and to our portfolio companies as required.
The Adviser is registered under the Advisers Act and is an affiliate of Sixth Street. Other affiliates of Sixth Street are also registered investment advisers and provide investment advisory services to a number of private investment funds. In addition, Sixth Street and its affiliates engage in a broad range of other investment activities, including pursuing investments for their own account and for the account of associated funds and providing other services to these funds and their portfolio companies. Sixth Street manages another BDC targeting loan originations of larger size than the originations that we target. The Adviser held 2,714,226 shares, or 2.9%, of our common stock as of
We believe we benefit from the Adviser's relationships with Sixth Street. The Adviser has access to the contacts and industry knowledge of Sixth Street's investment professionals, and is also able to consult with Sixth Street investment professionals on specific industry issues, trends and other matters to complement our investment process. However, the Adviser and members of the Investment Review Committee are expected to face a number of actual and potential conflicts of interest involving us, Sixth Street and other private investment funds affiliated with Sixth Street, including conflicts in the allocation of investment opportunities among us and other Sixth Street vehicles, as well as in their time and attention requirements as to these other vehicles. Additionally, various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities of the Adviser, its affiliates, including Sixth Street and its clients.
Allocations of Investment Opportunities
Certain members of the Adviser's senior management and the Investment Review Committee are and will continue to be active in other investment funds affiliated with Sixth Street that pursue investment opportunities that could overlap with those pursued by us. However, the Adviser and its affiliates intend to allocate investment opportunities in a fair and equitable manner in accordance with their allocation principles.
As described in more detail below, the
Specifically, the Adviser will determine whether it would be permissible, advisable or otherwise appropriate for us to pursue a particular investment opportunity. For example, certain loan origination investment opportunities may not be suitable for us if they would cause us to violate asset coverage or concentration limitations imposed by the 1940 Act or the Code, be ineligible for financing under our financing arrangements, pose adverse legal, regulatory or tax risks, constrain our resources to make future investments, involve inappropriate investment risk or otherwise be inappropriate or inadvisable as an investment for us. If the Adviser deems participation in an investment opportunity to be appropriate, it will determine an appropriate size for our investment. The size of any investment opportunity allocated to us may also be reduced to the extent the investment would be appropriate for investment by other investment funds affiliated with Sixth Street, even if the investment falls within our Board Established Criteria. The decision to allocate an opportunity as between us and other Sixth Street vehicles will take into account various factors that Sixth Street and our Adviser deem appropriate.
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Our ability to pursue investment opportunities is subject to the allocation decisions by Sixth Street senior professionals. Such opportunities may be required to be offered to, or may be otherwise suitable for, other Sixth Street funds or investment vehicles. As a result, the Adviser and its affiliates may face conflicts in allocating investment opportunities between us and those other entities. It is possible that we may not be given the opportunity to participate in certain investments made by Sixth Street vehicles that would otherwise be suitable for us. We will typically not be able to participate under the exemptive order in investments that fall outside of our Board Established Criteria. Sixth Street has organized separate investment vehicles, aimed specifically at middle-market loan originations and may in the future organize vehicles aimed at other loan origination opportunities outside our primary focus (for example, based on opportunity size or geography).
If the Adviser, Sixth Street and their affiliates were to determine that an investment is appropriate both for us and for one or more other affiliated vehicles, we would only be able to make the investment in conjunction with another vehicle to the extent the exemptive order granted to us by the
The Adviser believes this allocation system is fair and equitable, and consistent with its fiduciary duty to us. In particular, we have disclosed to investors that Sixth Street must make us aware of all investment opportunities that fall within our Board Established Criteria. In addition, we have disclosed how allocation determinations are made among Sixth Street vehicles in connection with such opportunities, including those circumstances in which the Adviser may be required to offer them to these affiliated vehicles.
Exemptive Order
Under the 1940 Act, we are prohibited from knowingly participating in certain transactions with our affiliates, including our officers, directors, investment adviser, and principal underwriters, and certain of their affiliates, without the prior approval of the members of our Board who are not interested persons and, in some cases, prior approval by the
On
We believe our ability to co-investwith Sixth Street affiliates is particularly useful where we identify larger capital commitments than otherwise would be appropriate for us. We expect that with the ability to co-investwith Sixth Street affiliates we will continue to be able to provide "one-stop"financing to a potential portfolio company in these circumstances, which may allow us to capture opportunities where we alone could not commit the full amount of required capital or would have to spend additional time to locate unaffiliated co-investors.
Further, in accordance with the exemptive order, we have undertaken that, in connection with any commitment to a co-investmentor follow-oninvestment, a "required majority" (as defined in Section 57(o) of the 1940 Act) of Independent Directors must make certain conclusions, including that:
| • |
the terms of the proposed transaction (including the consideration to be paid) are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned; |
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| • |
the transaction is consistent with the interests of our stockholders and our investment strategies and policies; |
| • |
the investment by our affiliate would not disadvantage us, and our participation is not on a basis different from or less advantageous than that of our affiliate; and |
| • |
our investment will not benefit any affiliate other than the affiliate participating in the investment, and as otherwise permitted by the order. |
Allocation of Non-LoanOrigination Investment Opportunities
While we seek to generate current income primarily in
Administrator
The Adviser also serves as our administrator. The administrator, on behalf of us and at our expense, may retain one or more service providers that may also be affiliates of Sixth Street to serve as sub-administrator,custodian, accounting agent, investor services agent, transfer agent or other service provider for us. Any fees we pay, or indemnification obligations we undertake, in respect of the administrator and those other service providers that are Sixth Street affiliates, will be set at arm's length and approved by the Independent Directors.
Fees
In the course of our investing activities, we pay fees to the Adviser, incur direct expenses and reimburse the Adviser for certain expenses it incurs.
Certain Business Relationships
Certain of our current directors and officers are directors or officers of the Adviser or its affiliates. See "Proposal No. 1 Election of Directors - Biographical Information."
Related-Party Transactions
Investment Advisory Agreement; Administration Agreement; License Agreement
On
Under the Investment Advisory Agreement, the Adviser:
| • |
determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing those changes; |
26
| • |
identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies); |
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determines the assets we will originate, purchase, retain or sell; |
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closes, monitors and administers the investments we make, including the exercise of any rights in our capacity as a lender or equity holder; and |
| • |
provides us other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds, including providing operating and managerial assistance to us and our portfolio companies, as required. |
The Adviser's services under the Investment Advisory Agreement are not exclusive, and the Adviser is free to furnish similar or other services to others so long as its services to us are not impaired.
Under the terms of the Investment Advisory Agreement, we pay the Adviser a base management fee, or the "Management Fee," and may also pay certain incentive fees, or "Incentive Fees".
The Management Fee is calculated at an annual rate of 1.5% based on the average value of our gross assets calculated using the values at the end of the two most recently completed calendar quarters, adjusted for any share issuances or repurchases during the period. The Management Fee is payable quarterly in arrears.
For the year ended
Any waived Management Fees are not subject to recoupment by the Adviser.
The Adviser intends to waive a portion of the Management Fee payable under the Investment Advisory Agreement by reducing the Management Fee on assets financed using leverage over 200% asset coverage (in other words, over 1.0x debt to equity) (the "Leverage Waiver"). Pursuant to the Leverage Waiver, the Adviser intends to waive the portion of the Management Fee in excess of an annual rate of 1.0% (0.250% per quarter) on the average value of our gross assets as of the end of the two most recently completed calendar quarters that exceeds the product of (i) 200% and (ii) the average value of our net asset value at the end of the two most recently completed calendar quarters. For the year ended
The Incentive Fee consists of two parts, as follows:
| (i) |
The first component, payable at the end of each quarter in arrears, equals 100% of the pre-IncentiveFee net investment income in excess of a 1.5% quarterly "hurdle rate," the calculation of which is further explained below, until the Adviser has received 17.5% of the total pre-IncentiveFee net investment income for that quarter and, for pre-IncentiveFee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-IncentiveFee net investment income for that quarter. The 100% "catch-up"provision for pre-IncentiveFee net investment income in excess of the 1.5% "hurdle rate" is intended to provide the Adviser with an Incentive Fee of 17.5% on all pre-IncentiveFee net investment income when that amount equals 1.82% in a quarter (7.28% annualized), which is the rate at which catch-upis achieved. Once the "hurdle rate" is reached and catch-upis achieved, 17.5% of any pre-IncentiveFee net investment income in excess of 1.82% in any quarter is payable to the Adviser. |
Pre-IncentiveFee net investment income means dividends, interest and fee income accrued by us during the calendar quarter, minus our operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive
27
Fee). Pre-IncentiveFee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kindinterest and zero coupon securities), accrued income that we may not have received in cash. Pre-IncentiveFee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses.
| (ii) |
The second component, payable at the end of each fiscal year in arrears, equaled 15% through |
For purposes of determining whether pre-IncentiveFee net investment income exceeds the hurdle rate, pre-IncentiveFee net investment income is expressed as a rate of retuon the value of our net assets at the end of the immediately preceding calendar quarter.
Pre-IncentiveFee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses. Because of the structure of the Incentive Fee, it is possible that we may pay an Incentive Fee in a quarter in which we incur a loss. For example, if we receive pre-IncentiveFee net investment income in excess of the quarterly minimum hurdle rate, we will pay the applicable Incentive Fee even if we have incurred a loss in that quarter due to realized and unrealized capital losses. In addition, because the quarterly minimum hurdle rate is calculated based on our net assets, decreases in our net assets due to realized or unrealized capital losses in any given quarter may increase the likelihood that the hurdle rate is reached and therefore the likelihood of us paying an Incentive Fee for that quarter. Our net investment income used to calculate this component of the Incentive Fee is also included in the amount of our gross assets used to calculate the Management Fee because gross assets are total assets (including cash received) before deducting liabilities (such as declared dividend payments).
Section 205(b)(3) of the Advisers Act, as amended, prohibits the Adviser from receiving the payment of fees on unrealized gains until those gains are realized, if ever. There can be no assurance that such unrealized gains will be realized in the future. For the year ended
Since our IPO, with the exception of its waiver of Management Fees and certain Incentive Fees attributable to our ownership of certain investments and the Leverage Waiver, the Adviser has not waived its right to receive any Management Fees or Incentive Fees payable pursuant to the Investment Advisory Agreement.
In
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Our Board monitors the mix and performance of our investments over time and seeks to satisfy itself that the Adviser is acting in our interests and that our fee structure appropriately incentivizes the Adviser to do so.
On
From time to time, the Adviser may pay amounts owed by us to third-party providers of goods or services, including the Board, and we will subsequently reimburse the Adviser for such amounts paid on our behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.
In
No person who is an officer, director or employee of the Adviser or its affiliates and who serves as our director receives any compensation from us for his or her services as a director. However, we reimburse the Adviser or its affiliates for the allocable portion of the costs of compensation, benefits, and related administrative expenses of our officers who provide operational and administrative services to us pursuant to the Administration Agreement, their respective staffs and other professionals who provide services to us (including, in each case, employees of the Adviser or an affiliate). Such reimbursable amounts include the allocable portion of the compensation paid by the Adviser or its affiliates to our Chief Financial Officer, Chief Compliance Officer, and other professionals who provide operational and administrative services to us pursuant to the Administration Agreement, including individuals who provide "back office" or "middle office" financial, operational, legal and/or compliance services to us. We reimburse the Adviser or its affiliates for the allocable portion of the compensation paid by the Adviser or its affiliates to such individuals based on the percentage of time those individuals devote, on an estimated basis, to our business and affairs and in acting on behalf of us. We may also reimburse the Adviser or its affiliates for the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable thereto. Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.
The Adviser does not assume any responsibility to us other than to render the services described in, and on the terms of the Investment Advisory Agreement and the Administration Agreement, and is not responsible for any action of our Board in declining to follow the advice or recommendations of the Adviser. Under the terms of the Investment Advisory Agreement and the Administration Agreement, the Adviser (and its members, managers, officers, employees, agents, controlling persons and any other person or entity affiliated with it) shall not be liable to us for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under the Investment Advisory Agreement, the Administration Agreement or otherwise as an investment adviser of ours (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services). We shall, to the fullest extent permitted by law, provide indemnification and the right to the advancement of expenses, to each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason
29
of the fact that he or she is or was a member, manager, officer, employee, agent, controlling person of the Adviser or any other person or entity affiliated with the Adviser, or is or was a member of the Adviser's Investment Review Committee, on the same general terms set forth in Article VIII of our certificate of incorporation.
We have entered into a License Agreement with
Payment of Our Expenses
The costs associated with the Investment Team and staff of the Adviser, when and to the extent engaged in providing us investment advisory and management services are paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including those relating to:
| • |
calculating individual asset values and our net asset value (including the cost and expenses of any independent valuation firms); |
| • |
expenses, including travel expenses, incurred by the Adviser, or members of our Investment Team, or payable to third parties, in respect of due diligence on prospective portfolio companies and, if necessary, in respect of enforcing our rights with respect to investments in existing portfolio companies; |
| • |
the costs of any public offerings of our common stock and other securities, including registration and listing fees; |
| • |
the Management Fee and any Incentive Fee; |
| • |
certain costs and expenses relating to distributions paid on our shares; |
| • |
administration fees payable under our Administration Agreement; |
| • |
debt service and other costs of borrowings or other financing arrangements; |
| • |
the Adviser's allocable share of costs incurred in providing significant managerial assistance to those portfolio companies that request it; |
| • |
amounts payable to third parties relating to, or associated with, making or holding investments; |
| • |
transfer agent and custodial fees; |
| • |
costs of hedging; |
| • |
commissions and other compensation payable to brokers or dealers; |
| • |
taxes; |
| • |
Independent Director fees and expenses; |
| • |
costs of preparing financial statements and maintaining books and records and filing reports or other documents with the |
30
| • |
the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing costs), the costs of any stockholders' meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; |
| • |
our fidelity bond; |
| • |
directors and officers/errors and omissions liability insurance, and any other insurance premiums; |
| • |
indemnification payments; |
| • |
direct costs and expenses of administration, including audit, accounting, consulting and legal costs; and |
| • |
all other expenses reasonably incurred by us in connection with making investments and administering our business. |
In addition, from time to time, the Adviser pays amounts owed by us to third-party providers of goods or services, including the Board. We subsequently reimburse the Adviser for those amounts paid on our behalf.
Amounts payable to the Adviser are settled in the normal course of business without formal payment terms. We also reimburse the Adviser for the allocable portion of the compensation paid by the Adviser or its affiliates to our Chief Compliance Officer, Chief Financial Officer, and other professionals who spend time on those related activities (based on the percentage of time those individuals devote, on an estimated basis, to our business and affairs).
Duration and Termination
Unless earlier terminated as described below, both the Investment Advisory Agreement and the Administration Agreement will remain in effect until
Indemnification
The Investment Advisory Agreement and the Administration Agreement provide that the Adviser and its members, managers, officers, employees, agents, controlling persons and any other person or entity affiliated with it shall not be liable to us for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under the Investment Advisory Agreement, the Administration Agreement or otherwise as an investment adviser of ours (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services). We will, to the fullest extent permitted by law, provide indemnification and the right to the advancement of expenses, to each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, because he or she is or was a member, manager, officer, employee, agent, controlling person or any other person or entity affiliated with the Adviser, including without limitation the Administrator, or is or was a member of the Adviser's Investment Review Committee, on the same general terms set forth in our certificate of incorporation. Our obligation to provide indemnification and advancement of expenses is subject to the requirements of the 1940 Act and Investment Company Act Release No. 11330, which, among other things, preclude indemnification for any liability (whether or not there is an adjudication of liability or the matter has been settled) arising by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties, and require reasonable and fair means for determining whether indemnification will be made.
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Board Approval of the Investment Advisory Agreement
Our Board, including our Independent Directors, and holders of a majority of our outstanding securities, approved our Investment Advisory Agreement in
Review, Approval or Ratification of Transactions with Related Persons
The Board conducts quarterly reviews of any potential related party transactions brought to its attention and, during these reviews, it will consider any conflicts of interest brought to its attention pursuant to the Company's compliance policies and procedures. Each of the Company's directors and officers is subject to the Company's Code of Ethics, which places restrictions on related party transactions, and is instructed and periodically reminded to inform the Company's Chief Compliance Officer or his designee of any potential related party transactions. In addition, each such director and executive officer completes a questionnaire on an annual basis designed to elicit information about any potential related party transactions.
32
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected
The Board recommends that our stockholders vote "FOR" ratification of the selection of
Fees Paid to
Audit Fees
For the year ended
For the year ended
Audit-Related Fees
For the year ended
For the year ended
Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and that are traditionally performed by the independent auditor.
Tax Fees
For the year ended
33
For the year ended
Tax services include tax compliance, tax planning and tax advice.
All Other Fees
For each of the years ended
The services provided by
Pre-ApprovalPolicy
The Audit Committee has established a pre-approvalpolicy that describes the permitted audit, audit-related, tax and other services to be provided by
Any requests for audit, audit-related, tax and other services that have not received general pre-approvalmust be submitted to the Audit Committee for specific pre-approval,irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approvalis provided at regularly scheduled meetings of the Audit Committee. The Audit Committee does not delegate its responsibilities to pre-approveservices performed by the independent registered public accounting firm to management.
Auditor Independence
The Audit Committee has considered whether the provision of the above-noted services is compatible with maintaining the independence of the independent registered public accounting firm and has determined that the provision of such services has not adversely affected
34
AUDIT COMMITTEE REPORT
The Audit Committee of our Board operates under a written charter adopted by the Board. The Audit Committee is currently composed of Messrs. Ross, Doddy, Higginbotham and Tanemura and Mses. Slotkin and Covington.
Management is responsible for the Company's internal controls and the financial reporting process. The Company's independent registered public accounting firm is responsible for performing an independent audit of the Company's financial statements in accordance with the standards of the
Review with Management
The Audit Committee has reviewed the audited financial statements, along with management's assessment of the effectiveness of the Company's internal control over financial reporting, and met and held discussions with management regarding the audited financial statements and its assessment of the effectiveness of the Company's internal control over financial reporting. Management has represented to the Audit Committee that the Company's financial statements were prepared in accordance with accounting principles generally accepted in
Review and Discussion with Independent Registered Public Accounting Firm
The Audit Committee has reviewed and discussed the Company's audited financial statements, along with management's assessment of the effectiveness of the Company's internal control over financial reporting and
The Audit Committee also has discussed with
35
Conclusion
Based on the Audit Committee's discussion with management and the independent registered public accounting firm, the Audit Committee's review of the audited financial statements, the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended that the Board include the audited financial statements in the Company's Annual Report on Form 10-Kfor the year ended
| Respectfully Submitted, |
| The Audit Committee: |
Unless marked to the contrary, the shares represented by the enclosed proxy card will be voted "FOR" ratification of the appointment of
The material contained in the foregoing Audit Committee Report is not "soliciting material," is not deemed "filed" with the
36
OTHER BUSINESS
The Board is not aware of any other matter to be submitted at the Meeting. If any other matter properly comes before the Meeting, the persons named in this proxy generally will have discretionary authority to vote the shares thereby represented in accordance with their judgment.
STOCK REPURCHASES
In accordance with Section 23(c)(1) under the 1940 Act, the Company hereby advises you that it may repurchase shares of its common stock from time to time.
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
Inclusion of Proposals in Our Proxy Statement and Proxy Card Under the
Any proposal of a stockholder intended to be included in our proxy statement and form of proxy/voting instruction card for the 2026 annual meeting of stockholders pursuant to Rule 14a-8of the
Bylaw Requirements for Stockholder Submission of Nominations and Proposals
A stockholder recommendation for nomination of a person for election to our Board or a proposal for consideration at our 2026 annual meeting, other than stockholder proposals submitted pursuant to the
Our bylaws require that the proposal or recommendation for nomination must be received by our Secretary at our principal executive offices at the above address no later than
ANNUAL REPORT
A copy of our Annual Report on Form 10-Kfor the fiscal year ended
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HOUSEHOLDING OF PROXY MATERIALS
The
The Company expects that many brokers with account holders who are the Company's stockholders will be "householding" the Company's proxy materials. A single Notice of Internet Availability of Proxy Materials or proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you have received notice from your broker that it will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent. We will promptly deliver a separate copy of these documents to you upon written or oral request to our Investor Relations Department by mail at
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE URGE YOU TO VOTE OVER THE INTERNET, BY PHONE, OR BY MARKING, SIGNING AND RETURNING YOUR PROXY OR VOTING INSTRUCTION CARD AS SOON AS POSSIBLE. NO POSTAGE IS NECESSARY IF MAILED IN
| By Order of the Board of Directors, |
| /s/ |
| Chief Compliance Officer and Secretary |
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PRIVACY PRINCIPLES
The Company is committed to maintaining the confidentiality, integrity and security of nonpublic personal information relating to investors. The following information is provided to help you understand what personal information the Company collects, how it protects that information and why, in certain cases, it may share information with select other parties.
The Company may collect nonpublic personal information regarding investors from sources such as subscription agreements, investor questionnaires and other forms; individual investors' account histories; and correspondence between the Company and individual investors. The Company may share information that it collects regarding an investor with its affiliates and the employees of such affiliates for legitimate business purposes, for example, in order to service the investor's accounts or provide the investor with information about other products and services offered by the Company or its affiliates that may be of interest to the investor. In addition, the Company may disclose information that it collects regarding investors to third parties who are not affiliated with the Company (i) as authorized by investors in investor subscription agreements or the Company's organizational documents, (ii) as required by law or in connection with regulatory or law enforcement inquiries, or (iii) as otherwise permitted by law to the extent necessary to effect, administer or enforce investor or Company transactions.
Any party that receives nonpublic personal information relating to investors from the Company is permitted to use the information only for legitimate business purposes or as otherwise required or permitted by applicable law or regulation. In this regard, for officers, employees and agents of the Company and its affiliates, access to such information is restricted to those who need such access to provide services to the Company and investors. The Company maintains physical, electronic and procedural safeguards to seek to guard investor nonpublic personal information. Third parties that handle this information shall agree to follow the standards the Company has established. All safeguards apply to nonpublic personal information of current, former and prospective investors.
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Proxy Statement (Form DEF 14A)
Proxy Statement (Form DEF 14A)
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